S.K. Mohapatra, Member - (1.) The present Company Petition has been filed on 13.06.2014 under Sections 397, 398 read with Sections 402, 403, 111A, 163 and 209A of the Companies Act, 1956 against mismanagement of Respondent No. 1 Company and oppression of petitioners by Respondent No. 2 to 7 with the following reliefs: A) To issue directions in terms of Section 237 of the Companies Act, 1956 for detailed investigation into the affairs of the Respondent No. 1 Company by an independent person or agency as may be appointed by this Hon'ble Board; B) To pass an appropriate direction for the appointment of Administrators for the Respondent No. 1 Company with directions to take possession and charge of their assets and properties and to manage the business and affairs of the Respondent No. 1 Company for such time and on such terms and conditions as this Hon'ble Board may deem fit and proper; C) Restrain the respondents from allotting remaining 10,000 shares to anyone except the petitioners. D) To rectify and correct the records of Respondent No. 1 Company i.e. register of members under the provisions of Section 111A of the Companies Act, 1956. E) Direct the respondents to maintain equal shareholding between the Petitioners and the respondents in the Respondent No. 1 Company as per agreed terms and payment receipt towards subscription from petitioners on that count. F) Pass such further order or orders as this Hon'ble Board may deem fit and proper in the facts and circumstances of the case.
(2.) As per the Company Petition at the time of filing of the petition the Authorised Share Capital of the Respondent No. 1 company was Rupees 50,00,000 whereas paid up capital was Rupees 10,00,000 divided into 1,00,000 equity shares of Rupees 10 each. It is the case of the petitioners that they contributed subscription money beginning from 2009 towards the allotment of shares in respect of Respondent No. 1 Company with the assurance that group of petitioners and respondent No. 2 to 7 will have equal control over the management of Respondent No. 1 Company. However no shares were allotted to the petitioners until 2013. In order to compare the loan given to the company by both the groups, the petitioners have referred to the Balance Sheet of Respondent No. 1 company as on 31.03.2013 to show that while Rs. 32 lacs have been shown against petitioner No. 1 and 2 as unsecured loan, the respondents 2 to 7 taken together have been shown as having advanced unsecured loan of Rs. 16.8 Lacs almost half of the amount shown as unsecured loan of the petitioners. Although both the petitioners were in the board of directors on the date of filing of petition, it is alleged that respondent No. 2 to 7 have been illegally controlling the affairs of the Respondent No. 1 company by not allotting the agreed shares of petitioners to the extent of at least 50% of paid up capital in spite of receiving more than the subscription amount and showing the amounts received from the petitioners as unsecured loan. In the company petition filed on 13.06.2014 petitioners have inter alia prayed for equal share holding between the petitioners and respondents and to restrain the respondents from allotting remaining 10,000 shares to anyone except the petitioners.
(3.) It is also the case of the Petitioners that the Respondents are diverting the funds of Respondent No. 1 Company to M/s. Talaha Foods Pvt. Ltd. and M/s. Vishwa Infratech Pvt. Ltd., which are the Companies of Respondents. It is alleged that respondents have transferred a total sum of Rs. 5,70,000 to M/s. Vishwa Infra Tech Pvt. Ltd. during the period 13.10.08 to 5.4.14 to the detriment of the interest of the respondent 1 company. Similarly it is alleged that respondents have transferred a total sum of Rs. 5,20,000 to M/s. Talaha Foods Pvt. Ltd. during the said period to the detriment of the interest of the respondent No. 1 company and to the detriment to the interest of petitioners. It is further submitted that there has been no dealings between the respondent No. 1 company and the said two companies i.e. M/s. Vishwa Infra Tech Pvt. Ltd. and M/s. Talaha Foods Pvt. Ltd., wherein respondents have conflict of interest.;